Version: 1.0 (DRAFT) Effective date: [EFFECTIVE DATE] Operator: [LEGAL ENTITY NAME] (ABN [ABN]) ("Raisonné", "we", "us", "our") Contact: [LEGAL/SUPPORT EMAIL] · [REGISTERED ADDRESS]
These Terms of Service ("Terms") govern your access to and use of the Raisonné platform at raisonne.com.au and related subdomains, applications, APIs and services (together, the "Service"). By creating an account, clicking "I agree", or using the Service, you agree to these Terms. If you are agreeing on behalf of a gallery, business or other organisation, you confirm you have authority to bind that organisation, and "you" and "Customer" mean that organisation.
If you do not agree to these Terms, do not use the Service.
2.1 Raisonné provides a hosted, multi-tenant content management system that lets galleries manage inventory, artists, exhibitions, collections, consignments, invoices and a public website, and to access related features such as APIs, webhooks, analytics and AI-assisted tools.
2.2 We may add, change, or remove features from time to time. We will not materially reduce the core functionality of a paid plan during a billing period you have already paid for without offering you a pro-rata refund of the unused portion if you choose not to continue.
2.3 The Service is provided on a software-as-a-service basis. You do not receive any copy of, or licence to, our source code.
3.1 You must provide accurate registration information and keep it up to date.
3.2 You are responsible for all activity under your Account and for keeping credentials secure. You must notify us promptly of any unauthorised use.
3.3 You are responsible for your Authorised Users' compliance with these Terms.
3.4 You must be at least 18 years old and capable of forming a binding contract.
4.1 We may offer a free Trial (currently 30 days) that does not require payment card details to begin. During the Trial you may access the Service subject to any plan limits we specify.
4.2 At the end of the Trial, your Account will not automatically convert to a paid Subscription unless you choose a plan and provide payment details. If you do not subscribe, access to paid features may be suspended and your Customer Data treated in accordance with clause 12.
4.3 We may modify or discontinue Trials at any time.
5.1 Fees. Paid plans are charged at the prices shown at the time of purchase, in Australian dollars (AUD), on a monthly or annual basis as you select.
5.2 Payment processor. Payments are processed by Stripe. By subscribing you also agree to Stripe's applicable terms. We do not store full card numbers.
5.3 Auto-renewal. Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date. You authorise us (via Stripe) to charge your payment method for each renewal.
5.4 GST and taxes. Prices are stated inclusive or exclusive of GST as indicated at checkout. You are responsible for any taxes other than taxes on our income.
5.5 Price changes. We may change prices for future billing periods by giving you at least [30] days' notice. Changes do not affect the period you have already paid for.
5.6 Cancellation. You may cancel at any time, effective at the end of the current billing period. Unless required by law or stated otherwise, fees already paid are non-refundable and cancellation does not entitle you to a refund for the remainder of the period.
5.7 Failed payments. If a payment fails, we may retry, suspend, or downgrade your Account after reasonable notice.
5.8 Australian Consumer Law. Nothing in this clause limits any rights you have under the Australian Consumer Law (see clause 11.4).
Your records — including your client and contact lists — are yours and stay yours. We treat them as confidential and use them only to run the Service for you. How we handle and protect personal information is set out in our Privacy Policy.
6.1 Ownership. As between you and us, you own all Customer Data. We do not claim ownership of it, and we do not sell it or use it for our own purposes.
6.2 Licence to us (limited, so we can run the Service). You grant us only the permissions we need to operate the Service for you: a non-exclusive licence to host, store, copy, transmit, display and process your Customer Data for the purpose of providing, maintaining, securing and supporting the Service, and for no other purpose except as these Terms and our Privacy Policy allow. This licence exists so the Service can function and ends when your data is deleted (see clause 12).
6.3 Your responsibility for Customer Data. You are responsible for the accuracy, quality and legality of Customer Data and for having all rights and consents necessary to upload it and to have us process it. This includes personal information about third parties (such as artists, clients and contacts): you are the entity responsible for that information and for complying with applicable privacy and data-protection laws in respect of it. We act as your service provider in processing it on your behalf.
6.4 Published content. Content you choose to publish to a Public Site or via the API is made publicly accessible by your choice; you are responsible for what you publish.
6.5 Aggregated/derived data. We may use aggregated and de-identified data (which does not identify you or any individual) to operate, analyse and improve the Service.
7.1 You must not, and must not permit any Authorised User or third party to:
(a) use the Service in breach of any law or third-party right; (b) upload unlawful, infringing, defamatory or malicious content; (c) upload personal information without the necessary rights or consents; (d) attempt to gain unauthorised access to the Service or other customers' data; (e) interfere with or disrupt the integrity or performance of the Service; (f) reverse engineer, scrape, or circumvent usage limits or security measures, except to the extent this restriction is prohibited by law; (g) resell or provide the Service to third parties except as expressly permitted; or (h) use the Service to send spam or unlawful marketing.
7.2 We may investigate suspected breaches and may remove content or suspend access where we reasonably believe a breach has occurred or is necessary to protect the Service or others.
8.1 Where we make APIs, API keys or webhooks available, you must use them in accordance with any documentation and limits we publish.
8.2 You are responsible for safeguarding API keys and for activity carried out using them. We may rate-limit, suspend or revoke API access to protect the Service.
8.3 Third-party services you connect to the Service are governed by their own terms; we are not responsible for them.
9.1 We and our licensors own all rights in the Service, including its software, design, trademarks and documentation. Except for the limited right to use the Service under these Terms, no rights are granted to you.
9.2 If you give us feedback or suggestions, we may use them without restriction or obligation to you.
10.1 We aim to provide a reliable Service but do not guarantee uninterrupted or error-free availability. The Service may be unavailable during maintenance, or due to events beyond our reasonable control.
10.2 Support is provided via [SUPPORT CHANNEL/EMAIL] on a commercially reasonable basis. Any specific service levels, if offered, will be stated separately.
We stand behind the Service and work hard to keep it reliable and secure. The clauses below allocate legal risk as the law permits; they do not reduce the consumer guarantees described in clause 11.4, which always apply.
11.1 "As is". Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied.
11.2 Cap on liability. To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service and these Terms is limited to the fees you paid to us in the [12] months immediately before the event giving rise to the liability.
11.3 Excluded loss. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, or data, however arising.
11.4 Australian Consumer Law. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded. Where we are permitted to limit liability for breach of a non-excludable guarantee, our liability is limited (at our option) to re-supplying the services or paying the cost of having them re-supplied.
11.5 Your data responsibility. You are responsible for maintaining your own copies of important Customer Data. While we take backups (see Privacy Policy), we are not a substitute for your own records.
12.1 We may suspend or terminate your access if you materially breach these Terms, fail to pay, or where necessary to comply with law or protect the Service or others. Where practical and lawful, we will give notice and an opportunity to cure.
12.2 You may terminate by cancelling your Subscription and ceasing use.
12.3 Your data is portable. Because your data is yours, you can export your Customer Data using the export tools we provide at any time while your Account is active — you are never locked in. If your Account ends, you will still have a reasonable window to export (we aim for at least [30] days); please export within that window, as we cannot guarantee retention beyond it.
12.4 Deletion. After the retention period described in our Privacy Policy following termination, we may delete Customer Data. Some data may persist in backups for a limited period and in records we are required to keep by law.
To the extent permitted by law, you indemnify us against claims, losses and costs arising from (a) your Customer Data, (b) your use of the Service in breach of these Terms or law, or (c) your breach of any third party's rights, except to the extent caused by us.
Each party may receive confidential information of the other. The receiving party will protect it and use it only to perform under these Terms, except where disclosure is required by law or the information is or becomes public through no fault of the receiving party.
15.1 We may update these Terms from time to time. If we make a material change, we will give reasonable notice (for example, by email or in-app) and may require you to re-accept the updated Terms before continuing to use the Service.
15.2 The current version and its effective date are shown at the top of this document. Continued use after the effective date constitutes acceptance.
These Terms are governed by the laws of [STATE/TERRITORY], Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction and the courts of appeal from them.
17.1 Assignment. You may not assign these Terms without our consent. We may assign them in connection with a reorganisation, merger or sale.
17.2 Notices. We may give notices via email or in-app. You may contact us at [LEGAL/SUPPORT EMAIL].
17.3 Severance. If any provision is unenforceable, it is severed and the rest remains in effect.
17.4 Waiver. A failure to enforce a provision is not a waiver.
17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
17.6 Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Service and supersede prior discussions.
See also the Privacy Policy, which forms part of your agreement with us.